SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ortega Ernest

(Last)

(First)

(Middle)

7900 TYSONS ONE PLACE

#1450

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2020

3. Issuer Name and Ticker or Trading Symbol
GTT Communications, Inc. [ GTT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Revenue Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.0001 per share	120,000	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. 60,000 shares represent several restricted stock grants. Twenty-five percent (25%) of each grant vests on the first anniversary of the respective grant, and the remainder vests in equal quarterly installments beginning the quarter thereafter.

2. 25,000 shares represent a grant of restricted stock pursuant to the GTT Communications, Inc. 2018 Stock Option and Incentive Plan and subject to performance vesting. In the event that a closing and funding of the sale of the GTT Infrastructure Division occurs on a date no later than December 31, 2021, the shares will vest in eight equal quarterly installments over a period of two years following such date.

3. 15,000 shares represent a grant of restricted stock pursuant to the GTT Communications, Inc. 2018 Stock Option and Incentive Plan and subject to performance vesting. In the event that GTT Communications, Inc. achieves a long-term target of 4X "Total Leverage" or better on a quarterly reported basis by December 31, 2023, the shares will vest in four equal quarterly installments over a period of one year, provided GTT Communications, Inc. maintains at least 4X "Total Leverage" on each such vesting date. Total Leverage is defined as (Total Debt less Cash) divided by Annualized Adjusted EBITDA.

4. 20,000 shares represent a performance grant consisting of six different financial targets: (1) 3,000 shares will begin vesting once the Company achieves $2.5 billion in annualized revenue (2) 3,000 shares will begin vesting upon achievement of $3 billion in annualized revenue (3) 3,000 shares will begin vesting upon achievement of $725 million in annualized Adjusted EBITDA (4) 3,000 shares will begin vesting upon achievement of $900 million in annualized Adjusted EBITDA (5) 4,000 shares will begin vesting upon achievement of $2.50 of annualized Adjusted Free Cash Flow per Share and (6) 4,000 shares will begin vesting upon achievement of $5.00 of annualized Adjusted Free Cash Flow per Share. Upon achievement of financial target (1), (3) and (5) the applicable shares will vest quarterly (in equal amounts) over a 2 year period. Upon achievement of financial target (2), (4) and (6) the applicable shares will vest quarterly (in equal amounts) over a 1 year period.

Remarks:

	Ernest Ortega	06/11/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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